March 19, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Matt Crispino and Larry Spirgel
| Re: | DigitalOcean Holdings, Inc. |
Registration Statement on Form S-1
File No. 333-253483
Acceleration Request
Requested Date: March 23, 2021
Requested Time: 4:00 p.m., Eastern Standard Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, hereby join DigitalOcean Holdings, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-253483) (the “Registration Statement”) to become effective on March 23, 2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO LLC | ||
| By: | /s/ Akanksha Agarwal | |
| Name: Akanksha Agarwal | ||
| Title: Executive Director | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Rebecca Steinthal | |
| Name: Rebecca Steinthal | ||
| Title: Managing Director | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ John Dunphy | |
| Name: John Dunphy | ||
| Title: Vice President | ||
| cc: | Yancey Spruill, DigitalOcean Holdings, Inc. |
Alan Shapiro, DigitalOcean Holdings, Inc.
Eric Jensen, Cooley LLP
Brandon Fenn, Cooley LLP
Michael Benjamin, Latham & Watkins LLP
[Signature Page to Acceleration Request]
